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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 12, 2025

 

ALEANNA, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-41164   98-1582153
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)       Identification No.)

 

300 Crescent Court, Suite 1860
Dallas, Texas
  75201
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (469) 398-2200

 

(Former name or former address, if changed since last report)

 

Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   ANNA   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock   ANNAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On November 12, 2025, AleAnna, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release issued November 12, 2025 (furnished pursuant to Item 2.02).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 12, 2025  
   
  AleAnna, Inc.
     
  By: /s/ Ivan Ronald
    Name: Ivan Ronald
    Title: Chief Financial Officer

 

2

 

EX-99.1 2 ea026498701ex99-1_aleanna.htm PRESS RELEASE ISSUED NOVEMBER 12, 2025

Exhibit 99.1

 

 

AleAnna, Inc. Reports Third Quarter 2025 Results and Provides Update on Longanesi Field

 

AleAnna, Inc. Reports Positive Net Income, EBITDA, EPS and Cash from Operations in Third Quarter 2025

 

Third Quarter 2025 Results and Recent Company Highlights:

 

AleAnna generated $5.3 million of net income and $6.3 million of EBITDA(1) in the third quarter driven by strong production at the Longanesi field generating $11.2 million of revenue in the quarter

 

AleAnna reported basic and diluted net income per share of class A common stock of $0.08 for the quarter ended September 30, 2025

 

AleAnna generated $8.9 million of cash from operations during the third quarter and closed the period with a strong cash position of approximately $31.2 million.

 

DALLAS – November 12, 2025 – AleAnna, Inc. (“AleAnna” or “the Company”) (NASDAQ: ANNA) today announced financial and operational results for the third quarter of 2025. AleAnna reported net income of $5.3 million, or $0.08 per basic and diluted share of class A common stock, representing the Company’s second consecutive profitable quarter.

 

As of September 30, 2025, AleAnna maintained a strong cash position of $31.2 million, supporting ongoing development activity and future strategic initiatives.

 

Financial and Operational Update

 

Following production ramp-up and rate stabilization at the Longanessi field during the second quarter of 2025, the Company recognized $10.6 million in revenue during the third quarter of 2025 from sales of its share of production from the Longanesi field. This is compared to $3.3 million of revenue generated from sales of the Company’s share of production from the Longanesi field during the second quarter of 2025.

 

During the third quarter, AleAnna generated $6.3 million of EBITDA and $8.9 million in cash from operations.

 

During the second quarter, the Company commenced daily production from its Longanesi field, with the ramp-up significantly exceeding expectations in both timing and volume. Production stabilized at approximately 30 million cubic feet per day after approximately six weeks. The stabilized production rate is slightly higher than AleAnna’s budgeted maximum production rate for 2025. All five of Longanesi’s wells are currently contributing to production.

 

 

[1] This is a non-GAAP financial measure. Refer to Non-GAAP Performance Measures and Definitions for further details.

 


 

Management Commentary

 

Marco Brun, Chief Executive Officer, remarked on AleAnna’s recent accomplishments: “The third quarter marks a significant milestone for AleAnna as we realized exceptional performance from our Longanesi field generating $5.3 million of net income, $6.3 million of EBITDA(1) and $8.9 million of cash from operations. We are on track to exceed our expectations for the performance of the Longanesi field.

 

In parallel, we continue to deliver on our plan to advance our broader growth strategy across both conventional and renewable natural gas. With a solid balance sheet, positive cash flow, and a growing asset base, we are well-positioned to deliver sustainable value creation for our shareholders.”

 

About AleAnna

 

AleAnna is a technology-driven energy company focused on bringing sustainability and new supplies of low-carbon natural gas and renewable natural gas (“RNG”) to Italy, aligning traditional energy operations with renewable solutions, with developments like the Longanesi field leading the way in supporting a responsible energy transition. With three conventional gas discoveries in Italy already made and fourteen new natural gas exploration projects planned this decade, AleAnna plays a significant role in Italy’s energy transition. Italy’s extensive infrastructure, featuring 33,000 kilometers of gas pipelines, three major gas storage facilities, and a strong base of existing RNG facilities, aligns with AleAnna’s commitment to sustainability. AleAnna’s RNG projects’ portfolio includes three plants under development and almost 100 potential projects. AleAnna operates regional headquarters in Dallas, Texas, and Rome, Italy.

 

Forward-Looking Statements 

 

The information included herein contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements, other than statements of present or historical fact included herein regarding AleAnna’s future operations, financial position, plans and objectives are forward-looking statements. When used herein, including any statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and other similar expressions are forward-looking statements. However, not all forward-looking statements contain such identifying words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on AleAnna’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of AleAnna’s control. AleAnna’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, which speak only as of the date made. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, those under “Item 1A. Risk Factors” in AleAnna’s most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q, and in other public filings with the SEC, as well as general economic conditions; AleAnna’s need for additional capital; risks associated with the growth of AleAnna’s business; and changes in the regulatory environment in which AleAnna operates. Additional information concerning these and other factors that may impact AleAnna’s expectations and projections can be found in filings it makes with the SEC, and other documents filed or to be filed with the SEC by AleAnna. SEC filings are available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements, all expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof.

 

Investor Relations Contact

 

Ivan Ronald

ironald@aleannagroup.com

 

Website

 

https://www.aleannainc.com/

 

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ALEANNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

 

    For the Three Months Ended September 30,     For the Nine Months Ended September 30,  
    2025     2024     2025     2024  
                         
Revenues   $ 11,224,868     $ 648,328     $ 15,899,878     $ 648,328  
                                 
Operating expenses:                                
Cost of revenues   $ 2,155,189     $ 538,607     $ 3,295,105     $ 538,607  
Lease operating expense     654,092       -       1,748,500       -  
General and administrative     2,071,051       1,497,357       7,185,948       4,473,833  
Depreciation and depletion     582,604       51,311       885,140       51,311  
Accretion of asset retirement obligation     33,318       33,310       98,519       99,930  
Total operating expenses     5,496,254       2,120,585       13,213,212       5,163,681  
                                 
Operating income (loss)     5,728,614       (1,472,257 )     2,686,666       (4,515,353 )
                                 
Other income:                                
Interest and other income     146,655       396,200       538,291       1,325,660  
Change in fair value of derivative liability     -       -       -       173,177  
Total other income     146,655       396,200       538,291       1,498,837  
                                 
Income (loss) before income taxes     5,875,269       (1,076,057 )     3,224,957       (3,016,516 )
Income tax expense     (556,592 )     -       (600,987 )     -  
Net income (loss)     5,318,676       (1,076,057 )     2,623,970       (3,016,516 )
Deemed dividend to Class 1 Preferred Units redemption value     -       -       -       (155,423,177 )
Net loss (income) attributable to noncontrolling interests     (2,004,779 )     -       (967,268 )     -  
Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units   $ 3,313,898     $ (1,076,057 )   $ 1,656,702     $ (158,439,693 )
                                 
Other comprehensive income (loss)                                
Currency translation adjustment     716,316       2,163,984       4,797,503       1,311,160  
Comprehensive income (loss)     6,034,993       1,087,927       7,421,473       (1,705,356 )
Comprehensive loss (income) attributable to noncontrolling interests     (2,729,530 )     -       (3,286,011 )     -  
Total comprehensive income (loss) attributable to Class A Common stockholders or holders of Common Member Units   $ 3,305,463     $ 1,087,927     $ 4,135,462     $ (1,705,356 )

 

3


 

ALEANNA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 (unaudited) AND DECEMBER 31, 2024

 

    September 30,
2025
    December 31,
2024
 
ASSETS            
Current Assets:            
Cash and cash equivalents   $ 31,198,846     $ 28,330,159  
Restricted cash     1,172,540       -  
Accounts receivable     2,244,447       1,225,297  
Prepaid expenses and other assets     1,901,025       1,666,155  
Total Current Assets     36,516,858       31,221,611  
                 
Non-current assets:                
Natural gas and other properties, successful efforts method, net of accumulated depreciation and depletion of $549,572 and $0 respectively     42,352,060       33,979,014  
Renewable natural gas properties, net of accumulated depreciation of $416,395 and $132,094, respectively     10,828,124       9,296,039  
Value-added tax refund receivable     8,530,282       6,845,030  
Operating lease right-of-use assets     1,832,346       1,744,897  
Total Non-current Assets     63,542,812       51,864,980  
Total Assets   $ 100,059,670     $ 83,086,591  
                 
LIABILITIES AND STOCKOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable and accrued expenses   $ 7,281,859     $ 2,204,208  
Income tax payable             -  
Lease liability, short-term     195,973       163,865  
Contingent consideration liability, short-term     10,771,277       -  
Total Current Liabilities     18,249,109       2,368,073  
                 
Non-current Liabilities:                
Asset retirement obligation     4,475,851       4,375,919  
Lease liability, long-term     1,634,579       1,579,443  
Contingent consideration liability, long-term     17,366,165       24,994,315  
Total Non-current Liabilities     23,476,595       30,949,677  
Total Liabilities     41,725,704       33,317,750  
                 
Commitments and Contingencies (Note 6)                
Stockholders’ Equity:                
Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,659,881 and 40,560,433 shares issued and outstanding as of September 30, 2025 and December 31, 2024     4,066       4,056  
Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of September 30, 2025 and December 31, 2024     2,599       2,599  
Additional paid-in capital     227,866,066       226,722,424  
Accumulated other comprehensive loss     (3,324,618 )     (5,803,378 )
Accumulated deficit     (189,391,251 )     (191,047,953 )
Noncontrolling interest     23,177,104       19,891,093  
Total Stockholders’ Equity     58,333,966       49,768,841  
Total Liabilities and Stockholders’ Equity   $ 100,059,670     $ 83,086,591  

 

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ALEANNA, INC.

SEGMENT OPERATING RESULTS

AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (unaudited)

 

    Three Months Ended
September 30, 2025
 
    Conventional     Renewable     Total  
Revenues   $ 10,577,395     $ 647,473     $ 11,224,868  
                         
Less:                        
Cost of revenues   $ 1,348,779     $ 806,410          
Lease operating expense     654,092       -          
Segment general and administrative     674,287       684,462          
Depreciation and depletion     492,696       89,908          
Accretion of asset retirement obligation     33,318       -          
Segment operating income (loss)   $ 7,374,224     $ (933,307 )   $ 6,440,917  
Reconciling items:                        
Less: Corporate general and administrative                   $ 712,302  
Interest and other income                     146,655  
Income before income taxes                   $ 5,875,269  
                         
Segment assets   $ 64,906,177     $ 15,666,120     $ 80,572,297  
Corporate and other assets                     19,487,373  
Total assets                   $ 100,059,670  

 

    Nine Months Ended
September 30, 2025
 
    Conventional     Renewable     Total  
Revenues   $ 13,893,184     $ 2,006,695     $ 15,899,878  
                         
Less:                        
Cost of revenues   $ 1,348,779     $ 1,946,326          
Lease operating expense     1,748,500       -          
Segment general and administrative     2,544,156       1,048,022          
Depreciation and depletion     628,150       256,989          
Accretion of asset retirement obligation     98,519       -          
Segment operating income (loss)   $ 7,525,079     $ (1,244,643 )   $ 6,280,435  
Reconciling items:                        
Less: Corporate general and administrative                   $ 3,593,769  
Interest and other income                     538,291  
Income (loss) before income taxes                   $ 3,224,957  
                         
Segment assets   $ 64,906,177     $ 15,666,120     $ 80,572,297  
Corporate and other assets                     19,487,373  
Total assets                   $ 100,059,670  

 

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ALEANNA, INC.

NON-GAAP MEASURES

 

Non-GAAP Performance Measures and Definitions

 

In addition to amounts presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we also present certain supplemental non-GAAP performance measures. We believe that the presentation of non-GAAP financial measures provides both management and investors with a greater understanding of The Company’s operating results and trends in addition to the results measured in accordance with GAAP and provides greater comparability across time periods. These measures are not to be considered more relevant or accurate than the measures presented in accordance with GAAP. The non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures used by other companies. In compliance with the requirements of the SEC, our non-GAAP measures are reconciled to net income, the most directly comparable GAAP performance measure. For all non-GAAP measures, neither the SEC nor any other regulatory body has passed judgment on these non-GAAP measures.

 

EBITDA

 

EBITDA is a non-GAAP financial measure of earnings before interest expense, taxes, depreciation, depletion and amortization. The purpose of presenting EBITDA is to highlight earnings without finance, taxes, and depreciation, depletion and amortization expense, and its use is limited to specialized analysis. We present EBITDA because we believe it provides useful additional information to investors for specialized analysis of our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

 

The following table presents a reconciliation of EBITDA to net income for the three months ended September 30, 2025 and for the nine months ended September 30, 2025:

 

    Three Months Ended     Nine Months Ended  
    September 30,
2025
    September 30,
2025
 
Net Income   $ 5,318,676     $ 2,623,970  
Plus (minus):                
Interest     (146,655 )     (538,291 )
Tax expense     556,592       600,987  
Depreciation, depletion and amortization     582,604       885,140  
EBITDA   $ 6,311,218     $ 3,571,806  

 

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